Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of
1934
Date
of
Report (Date of earliest reported): May 25, 2007
CYBERLUX
CORPORATION
(Exact
name of registrant as specified in charter)
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Nevada
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000-33415
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91-2048978
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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4625
Creekstone Drive, Suite 130,Research Triangle Park, Durham,
NC
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27703
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (919) 474-9700
Copies
to:
Gregory
Sichenzia, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32nd Floor
New
York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instructions A.2. below):
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
1.01 Entry
into a Material Definitive Agreement
Item
3.02 Unregistered
Sales of Equity Securities
On
May
25, 2007, Cyberlux Corporation (the “Company”) sold warrants to purchase 100
million shares of the Company’s common stock (the “Warrants”) to an
institutional investor for $150,000. The Warrants are exercisable until May
22,
2012 at an exercise price equal to a 50% discount to market based on the average
closing price of the Company’s common stock for twenty trading days prior to
notice of exercise, subject to adjustment.
The
exercise price of the Warrants will be adjusted in certain circumstances such
as
if the Company pays a stock dividend, subdivide or combine outstanding shares
of
common stock into a greater or lesser number of shares, or take such other
actions as would otherwise result in dilution of the investor’s position. The
exercise price shall be determined by multiplying the exercise price in effect
immediately prior to the record date by a fraction. The numerator of the
fraction shall be equal to the sum of the number of shares outstanding on the
record date and the denominator shall be equal the number of shares outstanding
after the payment of the dividend or completion of the reorganization. In
addition, the number of shares of common stock subject to purchase upon exercise
of the Warrants shall be adjusted by multiplying the number of shares of common
stock subject to purchase immediately prior to the record date by a fraction.
The numerator of the fraction shall be equal the number of shares outstanding
after the payment of the dividend or completion of the reorganization and the
denominator shall be equal to the sum of the number of shares outstanding on
the
record date.
The
investor has agreed to restrict its ability to exercise their warrants and
receive shares of the Company’s common stock such that the number of shares of
common stock beneficially owned by it in the aggregate and its affiliates after
such exercise does not exceed 9.99% of the then issued and outstanding shares
of
the Company’s common stock.
The
Company has the right to call the Warrants for conversion at any time, provided
that such redemption does not result in the investor having beneficial ownership
of more than 9.9% of the Company’s issued and outstanding common
stock.
The
issuance of the Warrants was made without registration under the Act, or the
securities laws of certain states, in reliance on the exemptions provided by
Section 4(2) of Act and Regulation D under the Act and in reliance on similar
exemptions under applicable state laws.
ITEM
9.01 Financial
Statements and Exhibits.
(c) Exhibits.
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10.1
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Warrant
Purchase Agreement, dated May 25, 2007, by and between Cyberlux
Corporation and Deutsche Bank AG
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10.2
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Warrant,
issued to Deutsche Bank AG London
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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CYBERLUX
CORPORATION
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Dated:
June 18, 2007
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BY:
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/s/
DON EVANS
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Don
Evans,
Chief
Executive Officer
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